Developer Portal Agreement

This Developer Portal (this "Agreement") is a binding contract between you ("you" or "your") and Snap Finance LLC, a Utah limited liability company located at 1193 West 2400 S, West Valley City, Utah, USA ("Company," "we," or "us"). This Agreement governs your access to and use of the Snap Finance Developer Portal application programming interface (the “Developer Portal”).

BY CLICKING THE "I ACCEPT" BUTTON BELOW, OR BY ACCESSING OR USING THE Developer Portal, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE DEVELOPER PORTAL.

  • 1. License Grant. Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non sublicensable license during the term of the Agreement to[: (a)] use the Developer Portal solely for your internal business purposes in developing Applications that will communicate and interoperate with the Company’s offerings associated with the Developer Portal (“Company Offering”); and (b) display certain Company trademarks (“Company Marks”) (in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the Developer Portal and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the Developer Portal or any Company Mark for any other purpose without our prior written consent.
  • 2. Registration. To register for a Developer Portal Account, You must provide us with your name, physical address, email, phone number, the nature of your business or activities, the nature of Your affiliation with a Snap Merchant, and certain other information about you that we require. Until you have submitted, and we have reviewed and approved, all required information, your Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.
  • 3. Relationship of this Agreement to Company Policies and Other Agreements Merchant Agreement. You and your use of the Developer Portal, in addition to this Agreement, is also subject to all Company policies and relevant agreements, including the following: [privacy]; [acceptable use], [Merchant Agreement]. You, or an entity or individual with whom you are affiliated, has executed a Merchant Agreement with the Company. You represent and warrant that you have reviewed the Merchant Agreement and the aforementioned policies, and in addition to the terms set forth in this Agreement, you will further abide by all of their terms in your use of the Developer Portal. To the extent that a conflict could be construed between the terms of this Agreement and the terms of the Merchant Agreement, the Merchant Agreement’s terms shall govern.
  • 4. Support. This Agreement does not entitle you to any support for the Developer Portal. We may provide you with limited support to resolve general issues relating to the Developer Portal. This support includes resources and documentation that we make available to you through the current versions of Company’s support pages, Developer Portal documentation, and other pages on our website (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us. You acknowledge that we may update or modify the Developer Portal from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of the Developer Portal. Updates may adversely affect how your applications and content (‘Your Content”) communicate with the Company Offering. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the Developer Portal following an Update constitutes binding acceptance of the Update.
  • 5. Use Restrictions. Except as expressly authorized under this Agreement, you may not:
    • (a) copy, modify, or create derivative works of the Developer Portal, in whole or in part;
    • (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Developer Portal;
    • (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Developer Portal, in whole or in part;
    • (d) remove any proprietary notices from the Developer Portal;
    • (e) use the Developer Portal in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
    • (f) combine or integrate the Developer Portal with any software, technology, services, or materials not authorized by Company;
    • (g) design or permit Your Content to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
    • (h) use the Developer Portal in any of Your Content to replicate or attempt to replace the user experience of the Company Offering; or
    • (i) attempt to cloak or conceal your identity or the identity of Your Content when requesting authorization to use the Developer Portal.
    You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on [URL] from time to time. In addition, you will not use the Developer Portal in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
  • 6. Your Content. You agree to monitor the use of Your Content for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Content from further use of Your Content. You agree to provide a resource for users of Your Content to report abuse of Your Content. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the Developer Portal, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Content. All use by you of the Company Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Company Marks in connection with this Agreement will not create any right, title, or interest in or to the Company Marks in favor of you, and all goodwill associated with the use of the Company Marks will inure to the benefit of Company.
  • 7. Collection and Use of Your Information. We may collect certain information through the Developer Portal about you. By accessing, using, and providing information to or through the Developer Portal, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at https://snapfinance.com/privacy.
  • 8. Intellectual Property Ownership. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Developer Portal and the Company Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Content, excluding the aforementioned rights in Section 8(a). You will use commercially reasonable efforts to safeguard the Developer Portal and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Developer Portal and Company Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.
  • 9. Disclaimer of Warranties. THE DEVELOPER PORTAL IS PROVIDED "AS IS" AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE Developer Portal OR COMPANY TRADEMARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  • 10. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) your use or misuse of the Developer Portal or Company Trademarks, (b) your breach of this Agreement, and (c) Your Content, including any end user's use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
  • 11. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE Developer Portal; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 12. Term and Termination. The term of this Agreement commences when you cknowledge your acceptance of this Agreement by clicking the "I ACCEPT" and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the Developer Portal and Company Trademarks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the Developer Portal and Company Trademarks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination.Termination will not limit any of Company's rights or remedies at law or in equity.
  • 13. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement. You will be notified of modifications through reasonable means, such as postings on the Developer Portal. You will be responsible for reviewing and becoming familiar with any such modifications.
  • 14. Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Utah. Any legal suit, action, or proceeding arising out of or related to] this agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Utah in each case located in the city of Salt Lake City and County of Salt Lake County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  • 15. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at https://snapfinance.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Developer Portal. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
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